0001144204-10-065839.txt : 20101210 0001144204-10-065839.hdr.sgml : 20101210 20101210162927 ACCESSION NUMBER: 0001144204-10-065839 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101210 DATE AS OF CHANGE: 20101210 GROUP MEMBERS: DAVID MAKULA GROUP MEMBERS: JONATHAN A. SHAPIRO GROUP MEMBERS: KOVITZ INVESTMENT GROUP, LLC GROUP MEMBERS: MITCHELL A. KOVITZ GROUP MEMBERS: OAK STREET CAPITAL MANAGEMENT, LLC GROUP MEMBERS: OAK STREET CAPITAL MASTER FUND, LTD GROUP MEMBERS: PATRICK WALSH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RED ROBIN GOURMET BURGERS INC CENTRAL INDEX KEY: 0001171759 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 841573084 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78755 FILM NUMBER: 101245325 BUSINESS ADDRESS: STREET 1: 6312 FIDDLER'S GREEN CIRCLE CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 3038466000 MAIL ADDRESS: STREET 1: 6312 FIDDLER'S GREEN CIRCLE CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Oak Street Capital SPV 1 LP CENTRAL INDEX KEY: 0001504781 IRS NUMBER: 300650759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 111 S. WACKER DRIVE STREET 2: STE. 3320 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 224-4801 MAIL ADDRESS: STREET 1: 111 S. WACKER DRIVE STREET 2: STE. 3320 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D 1 v205032_sc13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Red Robin Gourmet Burgers, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

75689M101

(CUSIP Number)

Copy to:

Mr. David Makula

Oak Street Capital Management, LLC

111 S. Wacker Drive, 33rd floor

Chicago, IL 60606

(312)224-4800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 8, 2010

(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OAK STREET CAPITAL SPV 1 LP 30-0650759
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) []
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 483,424 (See Item 5)
		8	SHARED VOTING POWER 0 (See Item 5)
		9	SOLE DISPOSITIVE POWER 483,424 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 483,424 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.09%
14	TYPE OF REPORTING PERSON PN

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OAK STREET CAPITAL MASTER FUND, LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) []
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 847,894 (See Item 5)
		8	SHARED VOTING POWER 0 (See Item 5)
		9	SOLE DISPOSITIVE POWER 847,894 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 847,894 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ] (See Item 5)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.44%
14	TYPE OF REPORTING PERSON CO

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OAK STREET CAPITAL MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) []
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,347,966 (See Item 5)
		8	SHARED VOTING POWER 0 (See Item 5)
		9	SOLE DISPOSITIVE POWER 1,347,966 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,347,966 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ] (See Item 5)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.64%
14	TYPE OF REPORTING PERSON CO

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DAVID MAKULA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) []
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,347,966 (See Item 5)
		8	SHARED VOTING POWER 0 (See Item 5)
		9	SOLE DISPOSITIVE POWER 1,347,966 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,347,966 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ] (See Item 5)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.64%
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PATRICK WALSH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) []
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 34,700 (See Item 5)
		8	SHARED VOTING POWER 0 (See Item 5)
		9	SOLE DISPOSITIVE POWER 34,700 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,700 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.22 %
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KOVITZ INVESTMENT GROUP, LLC 91-2198169
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) []
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 (See Item 5)
		8	SHARED VOTING POWER 0 (See Item 5)
		9	SOLE DISPOSITIVE POWER 243,100 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 243,100 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.56 %
14	TYPE OF REPORTING PERSON IA

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MITCHELL A. KOVITZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) []
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 (See Item 5)
		8	SHARED VOTING POWER 0 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0 (See Item 5)
		10	SHARED DISPOSITIVE POWER 243,100 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 243,100 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.56%
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JONATHAN A. SHAPIRO
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) []
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 (See Item 5)
		8	SHARED VOTING POWER 0 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0 (See Item 5)
		10	SHARED DISPOSITIVE POWER 243,100 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 243,100 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.56%
14	TYPE OF REPORTING PERSON IN

Item 1. Security and Issuer.

This Statement of Beneficial Ownership on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, $0.001 par value per share (the “Shares”) of Red Robin Gourmet Burgers, Inc. (the “Issuer”), whose principal executive offices are located at 6312 S. Fiddler’s Green Circle, Suite 200N, Greenwood Village, CO 80111.

Item 2. Identity and Background.

This Schedule 13D is filed by the Oak Street Reporting Persons and the Kovitz Reporting Persons (each as defined below and collectively, the “Reporting Persons”).

(1) Oak Street Reporting Persons.

(a), (b), (c) and (f).

The “Oak Street Reporting Persons” are Oak Street Capital SPV 1 LP (“Oak Street SPV”), Oak Street Capital Master Fund, Ltd. (“Oak Street Master”), Oak Street Capital Management, LLC (“Oak Street Management”), David Makula and Patrick Walsh.

Oak Street Management, a Delaware limited liability company, is the general partner of Oak Street SPV, a limited partnership organized under the laws of the State of Delaware. Mr. Makula is the sole managing member of Oak Street Management. Set forth on Schedule A annexed hereto, is the name and present occupation or employment of the directors of Oak Street Master, a Cayman Island exempted company.

The principal business of Oak Street SPV and Oak Street Master, is investing in securities. The principal business of Oak Street Management is serving as the investment manager of Oak Street SPV, Oak Street Capital and various managed accounts (the “Oak Street Accounts”). The principal occupation of Mr. Makula is serving as the managing member of Oak Street Management. The principal occupation of Mr. Walsh is serving as a Senior Partner of Oak Street Management. Mr. Makula and Mr. Walsh are citizens of the United States of America.

The business address of the Oak Street Reporting Persons is 111 S. Wacker Drive, 33rd Floor, Chicago, Illinois 60606.

(d) and (e). During the last five years, none of the Oak Street Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(2) Kovitz Reporting Persons.

(a), (b), (c) and (f).

The “Kovitz Reporting Persons” are Kovitz Investment Group, LLC (“Kovitz Investment Group”), Mr. Mitchell A. Kovitz and Mr. Jonathan A. Shapiro.

Kovitz Investment Group, a Delaware limited liability company, is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Mr. Kovitz is the Chief Executive Officer, Co-Chief Investment Officer and a member of Kovitz Investment Group. Mr. Shapiro is the Vice President, Co-Chief Investment Officer and a member of Kovitz Investment Group.

The principal business of Kovitz Investment Group is providing investment advisor and management services to various managed accounts (the “Kovitz Accounts”). The principal occupation of Mr. Kovitz is serving as the Chief Executive Officer and Co-Chief Investment Officer of Kovitz Investment Group. The principal occupation of Mr. Shapiro is serving as the Vice President and Co-Chief Investment Officer of Kovitz Investment Group. Mr. Kovitz and Mr. Shapiro are citizens of the United States of America.

The business address of the Kovitz Reporting Persons is 115 S. LaSalle St. 27th Floor Chicago, IL 60603.

Set forth on Schedule A annexed hereto, is the name and present occupation or employment of each member of Kovitz Investment Group.

(d) and (e). During the last five years, none of the Kovitz Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

(1) Oak Street Reporting Persons.

The Shares reported in this Schedule 13D as beneficially owned by the Oak Street Reporting Persons were acquired with funds of approximately $19,337,822 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Oak Street Reporting Person who beneficially owns such securities as well as Shares contributed by certain Kovitz Accounts to Oak Street SPV.

(2) Kovitz Reporting Persons.

The Shares reported in this Schedule 13D as beneficially owned by the Kovitz Reporting Persons were acquired with funds of approximately $4,946,395.13 (including brokerage commissions). All such funds were provided from the funds of the Kovitz Accounts who beneficially own such securities.

Item 4. Purpose of the Transaction

The Reporting Persons acquired the Shares in the ordinary course of business for investment purposes based on their belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons continually review their respective investment in the Issuer and other entities in which they have invested. As part of that review, the Reporting Persons have determined that they may seek a more active role in influencing the Issuer’s affairs in order to protect and maximize the value of their investment. To that end, they may engage in discussions with the Issuer’s management and the Board of Directors of the Issuer regarding alternatives means to maximize stockholder value, may engage in dialogues with other stockholders and may seek representation on the Board of Directors of the Issuer. The Reporting Persons held several discussions before December 8, 2010 to discuss the transactions contemplated by the matters described in this Item 4, but no agreement was reached among the Oak Street Reporting Persons and the Kovitz Reporting Persons as a result of such discussions, and no group was formed under Section 13(d)(3) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 13d-5(b)(1) promulgated thereunder, until December 8, 2010.

Other than as set forth in this Item 4, the Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their respective investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board of Directors of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may, in the future take such actions with respect to their respective investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares, selling of Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4. The Reporting Persons reserve the right to take whatever future action they deem appropriate regarding the Issuer and its securities under the circumstances as they then exist.

Item 5. Interest in Securities of the Issuer.

The Reporting Persons may be deemed to beneficially own collectively an aggregate of 1,625,766 of the Shares, representing 10.42% of the outstanding Shares (the percentage of Shares owned being based upon 15,595,799 Shares outstanding on November 3, 2010, as set forth in the Issuer’s Amendment No. 1 to Form 10-Q for the period ended October 3, 2010, filed with the Securities and Exchange Commission on November 9, 2010).

The filing of this Schedule 13D and any future amendment by the Reporting Persons, and the inclusion of information herein and therein with respect to the Oak Street Reporting Persons and the Kovitz Reporting Persons, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any Shares in which such persons do not have a pecuniary interest. Each of the Oak Street Reporting Persons and the Kovitz Reporting Persons disclaim any beneficial ownership of the Shares covered by this Schedule 13D that he or it does not directly own.

(1) Oak Street Reporting Persons.

(a), (b) and (c) As of December 10, 2010, the Oak Street Reporting Persons beneficially owned in the aggregate 1,382,666 Shares (excluding 1,000 short put options), constituting approximately 8.87% of the outstanding Shares (the percentage of Shares owned being based upon 15,595,799 Shares outstanding on November 3, 2010, as set forth in the Issuer’s Amendment No. 1 to Form 10-Q for the period ended October 3, 2010, filed with the Securities and Exchange Commission on November 9, 2010).

The following table sets forth certain information with respect to Shares directly beneficially owned by the Oak Street Reporting Persons listed below:

Name	Number of Common Stock	Percentage of Outstanding Common Stock
Oak Street SPV	483,424	3.09%
Oak Street Master	847,894	5.44%
Patrick Walsh	34,700	0.22%

Oak Street Management is the sole general partner of Oak Street SPV, and accordingly, may be deemed to be the indirect beneficial owner of the Shares that Oak Street SPV beneficially owns. Oak Street Management, as the sole general partner of Oak Street SPV, has the sole power to direct the voting and disposition of the Shares that Oak Street SPV beneficially owns. Mr. Makula is the sole managing member of Oak Street Management and, accordingly, Mr. Makula may be deemed to be the indirect beneficial owner of the Shares that Oak Street Management may be deemed to beneficially own.

Oak Street Management is the sole investment manager of Oak Street Master, and accordingly, may be deemed to be the indirect beneficial owner of the Shares that Oak Street Master beneficially owns. Oak Street Management, as the sole investment manager of Oak Street Master, has the sole power to direct the voting and disposition of the Shares that Oak Street Master beneficially owns. Mr. Makula is the sole managing member of Oak Street Management and, accordingly, Mr. Makula may be deemed to be the indirect beneficial owner of the Shares that Oak Street Management may be deemed to beneficially own. Mr. Makula as the sole managing member of Oak Street Management, has the sole power to direct the disposition of the Shares that Oak Street Management may be deemed to beneficially own.

Oak Street Management is the sole investment manager of the Oak Street Accounts, and accordingly, may be deemed to be the indirect beneficial owner of the Shares held in the Oak Street Accounts, none of which beneficially own more than five percent of the outstanding Shares. Oak Street Management, as the sole investment manager of the Oak Street Accounts, has the sole power to direct the voting and disposition of the Shares held in the Oak Street Accounts. Mr. Makula is the sole managing member of Oak Street Management and, accordingly, Mr. Makula may be deemed to be the indirect beneficial owner of the Shares that Oak Street Management may be deemed to beneficially own. Mr. Makula as the sole managing member of Oak Street Management, has the sole power to direct the disposition of the Shares that Oak Street Management may be deemed to beneficially own. Mr. Walsh has the sole voting and dispositive power with respect to the Shares he directly owns.

Beneficial ownership of the Shares shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Oak Street Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Oak Street Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 1,382,666 Shares (excluding 100,000 short put options), constituting approximately 8.87% of the outstanding Shares (the percentage of Shares owned being based upon 15,595,799 Shares outstanding on November 3, 2010, as set forth in the Issuer’s Amendment No. 1 to Form 10-Q for the period ended October 3, 2010, filed with the Securities and Exchange Commission on November 9, 2010).

The filing of this Schedule 13D and any future amendment by the Oak Street Reporting Persons, and the inclusion of information herein and therein with respect to Oak Street SPV, Oak Street Master, Oak Street Management and Messrs. Makula and Walsh, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any Shares in which such persons do not have a pecuniary interest. Each of Oak Street SPV, Oak Street Master, Oak Street Management and Messrs. Makula and Walsh disclaims any beneficial ownership of the Shares covered by this Schedule 13D that he or it does not directly own.

Schedule B annexed hereto lists all transactions in securities of the Issuer during the past 60 days by the Oak Street Reporting Persons. Unless otherwise indicated, all of such transactions were effected in the open market.

(d) and (e). Not Applicable.

(2) Kovitz Street Reporting Persons.

(a), (b) and (c) As of December 10, 2010, the Kovitz Reporting Persons beneficially owned in the aggregate 243,100 Shares, constituting approximately 1.6% of the outstanding Shares (the percentage of Shares owned being based upon 15,595,799 Shares outstanding on November 3, 2010, as set forth in the Issuer’s Amendment No. 1 to Form 10-Q for the period ended October 3, 2010, filed with the Securities and Exchange Commission on November 9, 2010).

Kovitz Investment Group may be deemed to be the indirect beneficial owner of the Shares by virtue of its sole investment discretion over and the power to dispose or to direct the disposition of the Shares held in the Kovitz Accounts, none of which beneficially own more than five percent of the outstanding Shares. Kovitz Investment Group does not possess, by agreement or otherwise, the power to vote, or direct the voting of the Shares held in the Kovitz Accounts.

Mr. Kovitz is the Chief Executive Officer and Co-Chief Investment Officer of Kovitz Investment Group, and accordingly, may be deemed to be the indirect beneficial owner of the Shares that Kovitz Investment Group may be deemed to beneficially own. Mr. Kovitz as the Chief Executive Officer and Co-Chief Investment Officer of Kovitz Investment Group, has the shared power to direct the disposition of the Shares that Kovitz Investment Group may be deemed to beneficially own. Mr. Shapiro is the Vice President and Co-Chief Investment Officer of Kovitz Investment Group, and accordingly, may be deemed to be the indirect beneficial owner of the Shares that Kovitz Investment Group may be deemed to beneficially own. Mr. Shapiro as the Vice President and Co-Chief Investment Officer of Kovitz Investment Group, has the shared power to direct the disposition of the Shares that Kovitz Investment Group may be deemed to beneficially own.

Beneficial ownership of the Shares shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Kovitz Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Kovitz Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared dispositive power over) 243,100 Shares, constituting approximately 1.6% of the outstanding Shares (the percentage of Shares owned being based upon 15,595,799 Shares outstanding on November 3, 2010, as set forth in the Issuer’s Amendment No. 1 to Form 10-Q for the period ended October 3, 2010, filed with the Securities and Exchange Commission on November 9, 2010).

The filing of this Schedule 13D and any future amendment by the Kovitz Reporting Persons, and the inclusion of information herein and therein with respect to Kovitz Investment Group, Mr. Kovitz and Mr. Shapiro, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any Shares in which such persons do not have a pecuniary interest. Each of Kovitz Investment Group, Mr. Kovitz and Mr. Shapiro disclaims any beneficial ownership of the Shares covered by this Schedule 13D that he or it does not directly own.

Schedule B annexed hereto lists all transactions in securities of the Issuer during the past 60 days by the Kovitz Reporting Persons. Unless otherwise indicated, all of such transactions were effected in the open market.

(d) The Kovitz Accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the respective Shares beneficially owned them.

(e). Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Each of the Reporting Persons are a party to a Joint Filing Agreement, dated as of December 10, 2010 (the "13D Joint Filing Agreement"), pursuant to which the parties agreed to jointly file this Schedule 13D and any and all amendments and supplements thereto with the Securities and Exchange Commission. The 13D Joint Filing Agreement is filed herewith as Exhibit 1 and is incorporated herein by reference in its entirety in this response to Item 6. Certain of the Kovitz Accounts have made an investment in Oak Street SPV.

Except for the agreements described above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit 1 Joint Filing Agreement, dated as of December 10, 2010.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Dated: December 10, 2010

OAK STREET CAPITAL SPV 1 LP

By: Oak Street Capital Management, LLC,

its General Partner

By: /s/ David Makula

David Makula, Managing Member

OAK STREET CAPITAL MASTER FUND, LTD

By: Oak Street Capital Management, LLC,

its Investment Manager

By: /s/ David Makula

David Makula, Managing Member

OAK STREET CAPITAL MANAGEMENT, LLC

By: /s/ David Makula

David Makula, Managing Member

/s/ David Makula

David Makula, Individually

/s/ Patrick Walsh

Patrick Walsh, Individually

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Dated: December 10, 2010

KOVITZ INVESTMENT GROUP, LLC

By: /s/ Mitchell A. Kovitz
Mitchell A. Kovitz, CEO

/s/ Mitchell A. Kovitz
Mitchell A. Kovitz, individually

/s/ Jonathan A. Shapiro
Jonathan A. Shapiro, individually

SCHEDULE A

Members of Kovitz Investment Group, LLC

Name	Principal Occupation	Principal Business Address	Citizenship
Mitchell A. Kovitz	See Item 2	See Item 2	See Item 2
Marc S. Brenner	President	115 South LaSalle Street, 27th Floor, Chicago, IL 60603	USA
Jonathan A. Shapiro	See Item 2	See Item 2	See Item 2
Bruce A. Weininger	Vice President	115 South LaSalle Street, 27th Floor, Chicago, IL 60603	USA
Harold Gianopulos, Jr.	Vice President	115 South LaSalle Street, 27th Floor, Chicago, IL 60603	USA

Directors of Oak Street Capital Master Fund, Ltd

Name	Principal Occupation	Principal Business Address	Citizenship
Ronan Guilfoyle	Manager of dms Management Ltd., a management company	c/o dms Management Ltd. P.O. Box 31910 dms House, 20 Genesis Close Grand Cayman Cayman Islands KY1-1208	Ireland
Roger H. Hanson	Director of dms Management Ltd., a management company	c/o dms Management Ltd. P.O. Box 31910 dms House, 20 Genesis Close Grand Cayman Cayman Islands KY1-1208	United Kingdom
David Makula	See Item 2	See Item 2	See Item 2

SCHEDULE B

KOVITZ INVESTMENT GROUP, LLC

COMMON STOCK

Securities Purchased / (Sold)	Price Per Share	Date of Purchase/Sale
100	$18.68	12/2/10
600	$18.89	12/2/10
400	$19.01	12/2/10
500	$19.15	12/2/10
300	$19.22	12/2/10
300	$19.23	12/2/10
2,500	$19.25	12/2/10
1,000	$19.27	12/2/10
7,200	$19.28	12/2/10
1,000	$19.29	12/2/10
500	$19.30	12/2/10
200	$19.32	12/2/10
15,200	$19.36	12/2/10
1,000	$19.49	12/2/10
1,900	$19.53	12/2/10
3,300	$19.54	12/2/10
500	$19.28	12/3/10
1,000	$19.33	12/3/10
22,700	$19.71	12/3/10
19,000	$19.82	12/3/10
4,574	$19.98	12/3/10
726	$20.14	12/3/10
1,000	$20.15	12/3/10
500	$20.16	12/3/10
500	$20.06	12/6/10
400	$20.09	12/6/10
500	$20.15	12/6/10
1,000	$20.23	12/6/10
1,600	$20.24	12/6/10
32,900	$20.25	12/6/10
500	$20.26	12/6/10
1,300	$20.45	12/7/10
2,100	$20.48	12/7/10
4,500	$20.49	12/7/10
7,300	$20.50	12/7/10
7,500	$20.51	12/7/10
3,000	$20.52	12/7/10
3,000	$20.54	12/7/10
3,000	$20.55	12/7/10
2,300	$20.56	12/7/10
1,000	$20.57	12/7/10
500	$20.67	12/8/10
400	$20.71	12/8/10
7,600	$20.73	12/8/10
40,000	$20.75	12/8/10
6,600	$20.76	12/8/10
15,800	$20.77	12/8/10
4,800	$20.85	12/8/10
46,400	$20.94	12/8/10
(37,400)*	$20.46	12/8/10

* Shares contributed by certain Kovitz Accounts to Oak Street SPV.

OAK STREET CAPITAL MANAGEMENT, LLC

COMMON STOCK

Securities Purchased / (Sold)	Price Per Share	Date of Purchase/Sale
804	$21.04	10/20/10
3,200	$21.31	10/21/10
1,400	$20.84	10/27/10
1,000	$20.37	11/1/10
840	$19.87	11/2/10
26	$19.89	11/4/10

OAK STREET CAPITAL MASTER FUND, LTD

COMMON STOCK

Securities Purchased / (Sold)	Price Per Share	Date of Purchase/Sale
19,296	$21.04	10/20/10
76,800	$21.31	10/21/10
33,600	$20.84	10/27/10
24,000	$20.37	11/1/10
20,160	$19.87	11/2/10
624	$19.89	11/4/10
108,840	$17.64	11/5/10
(100,000)	$20.64	12/8/10

OAK STREET CAPITAL SPV 1 LP

COMMON STOCK

Securities Purchased / (Sold)	Price Per Share	Date of Purchase/Sale
25,500	$18.56	11/23/10
20,222	$18.88	11/24/10
3,392	$18.89	11/26/10
28,500	$18.87	11/29/10
15,000	$18.56	11/30/10
154,800	$18.55	12/1/10
13,400	$19.28	12/2/10
22,210	$19.98	12/3/10
20,400	$20.41	12/7/10
100,000	$20.64	12/8/10
37,400*	$20.46	12/8/10

*Shares contributed by certain Kovitz Accounts to Oak Street SPV.

OPTIONS

Securities Purchased / (Sold)	Strike Price	Date of Purchase/Sale	Expiration Date
426	$17.50	12/2/10	12/18/10

PATRICK WALSH

COMMON STOCK

Securities Purchased / (Sold)	Price Per Share	Date of Purchase/Sale
7,200	$18.62	11/5/10
500	$17.91	11/16/10

OPTIONS

Securities Purchased / (Sold)	Strike Price	Date of Purchase/Sale	Expiration Date
100	$20.00	11/9/10	3/19/11
30	$20.00	11/12/10	3/19/11
20	$20.00	11/16/10	3/19/11
70	$20.00	11/22/10	3/19/11
50	$15.00	11/26/10	3/19/11

EXHIBIT 1

EX-99.1 2 v205032_ex99-1.htm Unassociated Document

JOINT FILING AGREEMENT

This JOINT FILING AGREEMENT (this “Agreement”) is made and entered into as of this day of December 10, 2010, by and among Oak Street Capital SPV 1 LP; Oak Street Capital Master Fund, Ltd; Oak Street Capital Management, LLC; David Makula; Patrick Walsh; Kovitz Investment Group, LLC, Mr. Mitchell A. Kovitz and Mr. Jonathan A. Shapiro.

The parties to this Agreement hereby agree to prepare jointly and file timely (or otherwise to deliver as appropriate) all filings on Schedule 13D (the “Filings”) required to be filed by them pursuant to Section 13(d) under the Securities Exchange Act of 1934, as amended, with respect to their respective ownership of the common stock, $0.001 par value per share, of Red Robin Gourmet Burgers, Inc., a Delaware corporation that are required to be reported on any Filing. This Agreement shall be filed as an Exhibit to the Filings. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such Filings, and for the completeness and accuracy of the information concerning him or it contained in such Filings and any amendments thereto, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

OAK STREET CAPITAL SPV 1 LP

By: Oak Street Capital Management, LLC,

its General Partner

By: /s/ David Makula

David Makula, Managing Member

OAK STREET CAPITAL MASTER FUND, LTD

By: Oak Street Capital Management, LLC,

its Investment Manager

By: /s/ David Makula

David Makula, Managing Member

OAK STREET CAPITAL MANAGEMENT, LLC

By: /s/ David Makula

David Makula, Managing Member

/s/ David Makula

David Makula, Individually

/s/ Patrick Walsh

Patrick Walsh, Individually

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

KOVITZ INVESTMENT GROUP, LLC

By: /s/ Mitchell A. Kovitz

Mitchell A. Kovitz, CEO

/s/ Mitchell A. Kovitz

Mitchell A. Kovitz, individually

/s/ Jonathan A. Shapiro

Jonathan A. Shapiro, individually